This is a discussion of the so–called reciprocity clause in Article 12, paragraph 3 of the Directive on Takeover Bids and the way it has been implemented in Italian law. The reciprocity clause allows Member States to exempt listed companies that apply the anti–frustration and breakthrough rules contained in the directive from living up to an opted–in (unprotected) status if they become the subject of a public takeover bid launched by an opted-out (protected) company. The directive, however, leaves doubts as to exactly which listed companies may make use of the reciprocity clause.
European Company Law